Staff Writer
The Amalgamated Rural Teachers Union of Zimbabwe (PTUZ) has raised a red flag on the proposed draft constitution set to be tabled by the Premier Service Medical Aid Society (PSMAS) tomorrow, 27 October at the organisation’s Annual General Meeting.
In a statement, ARTUZ said among other irregularities, the proposed constitution to be tabled, is a core risk for workers as it is a significant reduction in their direct electoral power and easy transfer of control over essential rules.
“The draft Constitution for the Premier Service Medical Aid Society (PSMAS) introduces several changes to the governance and structure of the Society. A key area to analyze, particularly for Public Sector workers (as the original founders), is how these changes may potentially reduce their influence, dilute their collective strength, or negatively impact their benefits and representation, in line with corporate governance best practices,”read ARTUZ statement.
ARTUZ cited a number of concerns which are going to shortchange the workers firstly, potential loss of worker influence and representation.
“Here is an analysis of potential ways Public Sector workers might lose out if the proposed Constitution is adopted:
Potential Loss of Worker Influence and representation.
The proposed Board composition structure appears to significantly dilute the direct electoral power of the general membership (workers) compared to institutional and appointed interests.This will mean, reduced direct member representation on the board.”
“The total board size is thirteen (13) directors with only three (3) directors are nominated by individual members (the vast majority of whom are Public Service workers) and voted for at the Annual General Meeting. This means individual, fee-paying members directly elect less than a quarter of the board (3/13).
“Three (3) Directors are nominated by the Government, three (3) directors are nominated by the most representative public service employee organisation. Two (2) directors are nominated from public sector institutions that are not permitted to establish worker’s or trade unions, while the remaining directors include one executive director (Principal Officer) and one director appointed by the elected Board members for expertise,” read the statement.
ARTUZ said the development will mean that the majority of the seats in the PSMAS board will be under government control rather than an election by the entire membership.
The potential loss will be that the majority of Board seats are controlled by appointments (Government, public service employee organisation, un-unionised institutions, and the Principal Officer) rather than direct election by the entire membership.
“This shifts the balance of power from the collective membership to institutional and government interests, potentially allowing decisions to prioritize institutional mandates over the collective welfare of individual members/workers,” added ARTUZ.
ARTUZ said the second challenge on the proposed constitution will be that there will be limited electoral power at the AGM.
“There will be limited electoral power as the votes of the general membership at the Annual General Meeting (AGM) are diminished, as institutional and individual members each have only one single vote.
“The potential loss will be than an individual member (a single worker) has the same voting weight as an institutional member (an employer who makes contributions for its employees). This setup may reduce the influence of the millions of individual public sector workers compared to a smaller number of large institutions.”
ARTUZ also stressed that there will be a dilution of accountability and access.
“Under the proposed Constitution there will be a dilution of accountability and access as quorum for general meetings.
The quorum for an Annual General Meeting (AGM) or any General Meeting is set at two hundred (200) members.The potential loss is for a large national medical aid society, this quorum is extremely low. A very small, concentrated group of members (200 people) can transact business, potentially passing resolutions with significant financial or constitutional implications for the entire membership base, without broad participation,” added the statement.
ARTUZ also cited flaws on the amendment to the constitution and rules.
“On amendments to constitution and rules…
There are two different standards for modifying the core governing documents.
For instance on the constitution amendment/Repeal: This requires a special resolution passed by not less than two-thirds of the members entitled to vote and present in person or by proxy at a specially convened AGM.”
” On the rules amendment/promulgation- This can be done solely by the board of directors through a board resolution made by the majority of the directors. The rules cover critical issues like the rights and obligations of members, financial management, and tariffs/scales for benefit payments.”
“The potential loss is that the board can easily modify the rules (which define the day-to-day services and payments) by a simple majority vote. Since the board is majority-appointed, this gives institutional representatives the power to quickly change benefit structures, payment tariffs, and contribution levels without a member-wide vote, potentially impacting workers’ benefits immediately.”
ARTUZ also raised concerns over the board eligibility which it says will result in a potential conflict of interest for the directors.
“Concerns regarding board eligibility will result in a potential conflict of interest for directors.
The constitution contains restrictions to prevent conflicts of interest, such as prohibiting a director from serving on the board of another medical aid society or an affiliated group. However, the composition itself is heavily weighted toward Government and institutional nominees, which may introduce systemic conflicts of interest.
” This will mean that if director is primarily a Government nominee, their priority might be to minimize government financial outlays (as an employer/institutional member) rather than advocating for increased benefits for individual workers, creating a conflict in their fiduciary duty to the Society’s general membership.”
ARTUZ added:
“Another issue is on high bar for eligibility.
A person is not eligible to be a director unless they are a holder of a first degree from a recognized university.
“The negativity is that while professionalizing the board is positive, this requirement excludes potentially highly experienced, knowledgeable, and ethical individuals from serving solely based on a lack of a formal university degree. This acts as a barrier to entry for long-serving, non-graduate public service workers who may possess deep, practical expertise in the medical aid system.
“In summary, the draft constitution appears to move the Premier Service Medical Aid Society from a member-driven model to an institutionally and corporately governed model. The core risk for workers is the significant reduction in their direct electoral power and the easy transfer of control over essential Rules (benefits and payments) to a majority-appointed Board.”